Fossil Group, Inc.

For the period ended Jun 21, 2024. Filed May 10, 2024.

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Jun 21, 2024 · Filed May 10, 2024

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FOSL$7.81+0.6%Stored close · as of Nov 6, 2026

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Contents

Outstanding Equity Awards At 2023 Fiscal Year-End Table

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

The following table provides information about the number of outstanding equity awards held by our NEOs at fiscal year-end 2023. The table also includes, where applicable, the value of these awards based on the closing price of our Common Stock on Nasdaq on December 29, 2023, which was $1.46 per share. All awards vest one third each year over three years following the grant date, except as otherwise noted.

· · Name · · · · · · · · · · · Option Awards(1) · · · · Stock Awards · ·
· Grant Date · · · · Number of Securities Underlying Unexercised Options (#) Exercisable · · · · Number of Securities Underlying Unexercised Options (#) Unexercisable · · · · Option Exercise Price ($) · · · · Option Expiration Date · · · · Number of Shares or Units of Stock That Have Not Vested (#) (2) · · · · Market Value of Shares or Units of Stock that Have Not Vested ($) · · · · Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) · · · · Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) · ·
	Kosta N. Kartsotis (3)	N/A	—	—	—	—	—	—	—	—
	Jeffrey N. Boyer	4/15/2021	—	—	—	—	11,886	17,354	11,886 (4)	17,354
		4/15/2022	—	—	—	—	26,414	38,564	26,414 (5)	38,564
		4/15/2023	—	—	—	—	40,713	59,441	40,713 (6)	59,441
	Darren E. Hart	3/15/2016	18,515	—	47.99	3/15/2024	—	—	—	—
		4/15/2021	—	—	—	—	8,679	12,671	8,679 (4)	12,671
		4/15/2022	—	—	—	—	19,288	28,160	19,288 (5)	28,160
		4/15/2023	—	—	—	—	69,873	102,015	29,873 (6)	43,615
	Greg A. McKelvey	3/15/2016	17,634	—	47.99	3/15/2024	—	—	—	—
		4/15/2021	—	—	—	—	12,243	17,875	12,243 (4)	17,875
		4/15/2022	—	—	—	—	13,604	19,862	13,604 (5)	19,862
		4/15/2023	—	—	—	—	27,312	39,876	13,978 (6)	20,408

(1)

Consists of stock appreciation rights (“SARs”) issued pursuant to the Fossil Group, Inc. 2008 Long-Term Incentive Plan (the “2008 Plan”) and the 2016 Plan.

(2)

Consists of RSUs issued pursuant to the 2016 Plan.

(3)

Mr. Kartsotis refused all forms of equity compensation for fiscal years 2022 and 2023.

(4)

These PSUs were granted on April 15, 2021 and will vest, if at all, one-third each year over three years following the grant date. Vesting is subject to satisfaction of the applicable performance criteria and is generally subject to the recipient’s continued employment through that date. As required by the SEC’s disclosure rules, the number of PSUs shown assumes that target levels of performance (100%) will be achieved. The Compensation and Talent Management Committee will determine the actual levels of performance achieved within 60 days of the vesting date.

(5)

These PSUs were granted on April 15, 2022 and will vest, if at all, one-third each year over three years following the grant date. Vesting is subject to satisfaction of the applicable performance criteria and is generally subject to the recipient’s continued employment through that date. As required by the SEC’s disclosure rules, the number of PSUs shown assumes that target levels of performance (100%) will be achieved. The Compensation and Talent Management Committee will determine the actual levels of performance achieved within 60 days of the vesting date.

(6)

These PSUs were granted on April 15, 2023 and will vest, if at all, one-third each year over three years following the grant date. Vesting is subject to satisfaction of the applicable performance criteria and is generally subject to the recipient’s continued employment through that date. As required by the SEC’s disclosure rules, the number of PSUs shown assumes that target levels of performance (100%) will be achieved. The Compensation and Talent Management Committee will determine the actual levels of performance achieved within 60 days of the vesting date.

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